WILLIAMS COMMERCIAL / REVENUE SYNERGY OPPORTUNITIES 2015 Analyst Day November 17 th, 2015
LEGAL DISCLAIMER This presentation relates to a meeting among members of management of Energy Transfer Partners, L.P. (ETP), Energy Transfer Equity, L.P. (ETE), Sunoco LP (SUN) and Sunoco Logistics Partners L.P. (SXL) (collectively, the Partnerships) and research analysts to be held in Dallas, Texas on Tuesday, November 17, 2015. At this meeting, members of the Partnerships management may make statements about future events, outlook and expectations related to ETP, ETE, SUN, SXL and Panhandle Eastern Pipe Line Company (collectively, the Companies) and their subsidiaries and this presentation may contain statements about future events, outlook and expectations related to the Companies and their subsidiaries, all of which statements are forward-looking statements. Any statement made by a member of management of the Partnerships at this meeting and any statement in this presentation that is not a historical fact will be deemed to be a forward-looking statement. These forwardlooking statements rely on a number of assumptions concerning future events that members of management of the Partnerships believe to be reasonable, but these statements are subject to a number of risks, uncertainties and other factors, many of which are outside the control of the Companies. While the Companies believe that the assumptions concerning these future events are reasonable, we caution that there are inherent risks and uncertainties in predicting these future events that could cause the actual results, performance or achievements of the Companies and their subsidiaries to be materially different. These risks and uncertainties are discussed in more detail in the filings made by the Companies with the Securities and Exchange Commission, copies of which are available to the public. The Companies expressly disclaim any intention or obligation to revise or publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise. All references in this presentation to capacity of a pipeline, processing plant or storage facility relate to maximum capacity under normal operating conditions and with respect to pipeline transportation capacity, are subject to multiple factors (including natural gas injections and withdrawals at various delivery points along the pipeline and the utilization of compression) which may reduce the throughput capacity from specified capacity levels. Additional Information and Where to Find It SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT REGARDING THE TRANSACTION (THE "TRANSACTION ) INVOLVING THE BUSINESS COMBINATION OF ENERGY TRANSFER EQUITY, L.P. ( ETE ) AND THE WILLIAMS COMPANIES, INC. ( WMB" AND/OR WILLIAMS ) CAREFULLY WHEN IT BECOMES AVAILABLE. These documents (when they become available), and any other documents filed by ETE, Energy Transfer Corp LP ( ETC ) or Williams with the U.S. Securities and Exchange Commission ( SEC ), may be obtained free of charge at the SEC s website, at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETE or Williams at the following: Energy Transfer Equity, L.P. 3738 Oak Lawn Ave. Dallas, TX 75219 Attention: Investor Relations Phone: 214-981-0700 The Williams Companies, Inc. One Williams Center Tulsa, OK 74172 Attention: Investor Relations Phone: 800-600-3782 Cautionary Statement Regarding Forward-Looking Statements This communication may contain forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the merger of ETE and Williams, the expected future performance of the combined company (including expected results of operations and financial guidance), and the combined company's future financial condition, operating results, strategy and plans. Forward-looking statements may be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," "target," "opportunity," "designed," "create," "predict," "project," "seek," "ongoing," "increases" or "continue" and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results to differ materially from those described in the forwardlooking statements. These assumptions, risks and uncertainties include, but are not limited to, assumptions, risks and uncertainties discussed in the most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q for each of ETE, ETP, SXL, SUN, WMB and WPZ filed with the U.S. Securities and Exchange Commission (the "SEC") and assumptions, risks and uncertainties relating to the proposed transaction, as detailed from time to time in ETE s, ETP s, SXL s, SUN s, WMB s and WPZ s filings with the SEC, which factors are incorporated herein by reference. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this communication are set forth in other reports or documents that ETE, ETP, SXL, SUN, WMB and WPZ file from time to time with the SEC include, but are not limited to: (1) the ultimate outcome of any business combination transaction between ETE and ETC and Williams; (2) the ultimate outcome and results of integrating the operations of ETE and Williams, the ultimate outcome of ETE s operating strategy applied to Williams and the ultimate ability to realize cost savings and synergies; (3) the effects of the business combination transaction of ETE, ETC and Williams, including the combined company's future financial condition, operating results, strategy and plans; (4) the ability to obtain required regulatory approvals and meet other closing conditions to the transaction, including approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and Williams stockholder approval, on a timely basis or at all; (5) the reaction of the companies stockholders, customers, employees and counterparties to the proposed transaction; (6) diversion of management time on transaction-related issues; (7) unpredictable economic conditions in the United States and other markets, including fluctuations in the market price of ETE common units and ETC common shares; (8) the ability to obtain the intended tax treatment in connection with the issuance of ETC common shares to Williams stockholders; and (9) the ability to maintain Williams, WPZ s, ETP s, SXL s and SUN s current credit ratings. All forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance 2on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Neither ETE nor WMB undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this communication or to reflect actual outcomes.
~$2.0BN OF ADDITIONAL EBITDA FROM COMMERCIAL SYNERGIES DRIVES INCREMENTAL $1BN+ ANNUAL CASHFLOW BENEFIT TO ETE Appalachia / Northeast West / Rockies Northwest Pipeline / Transwestern Pipeline Interconnection WPZ / ETP Rockies MidCon liquids synergies Replace WPZ leased compression ~$2.0bn growth capital $500mm+ Integration of WPZ liquids footprint into Mariner East / Marcus Hook franchise Expanded processing, gathering, and frac/storage Rover synergies, capacity optimization Replace WPZ leased compression ~$1.3bn ~$4bn growth capital Texas / MidCon G&P operational efficiencies in the Eagleford, Permian, and Midcontinent Eagle Ford processing volumes Capital Efficiencies Redundant expenditures related to construction of new facilities and elimination of duplicative projects $200mm ~$2bn growth capital savings $100mm+ ~$200mm ~$1.0bn growth capital Gulf Coast Incremental liquids barrels on Lone Star Express and fractionated at Lone Star ETP Assets SXL Assets Williams Assets Annual Synergies of ~$2.0bn EBITDA by 2020 ~$5.0bn of net growth capital 3
A COMPELLING INTERSTATE NATURAL GAS PIPELINE COMBINATION THAT PROVIDES BENEFITS FOR PRODUCERS AND END USE CUSTOMERS Rover / Williams NE Offer bundled services and a full value chain to producers by combining the G&P and residue takeaway solution into one package Blanco Hub Using Rover as the residue outlet, makes Williams Northeast G&P proposition more attractive, and improves Rover capacity optimization Bidirectional capability with Rover to proposed Appalachian Connecter pipeline then into Transco Constitution TW / NWP Transwestern Well positioned to react to ever changing market dynamics Weak Rockies market likely to direct flows from NWP on to TW to a mixture of Socal, Phoenix and Waha delivery points. Strong NW US market potentially send supply to NWP, creating incremental revenue on NWP and create fuel displacement for TW Northwest Pipeline Panhandle Eastern Trunkline Fayetteville Express Midcontinent Express Tiger Sea Robin Rover Appalachian Connector Gulfstream Atlantic Sunrise Sabal Trail Transco Florida Gas Transmission Source: WMB management 4
GATHERING AND PROCESSING SYNERGIES EagleFord / Permian / MidContinent Operational efficiencies with projects in Eagle Ford, Permian and MidContinent Use excess capacity on ETP s processing plants in EagleFord (post contract expiration) 5
Lone Star NGL Asset Overview NGL SYNERGY OPPORTUNITIES Mont Belvieu Overland Pass Optimize Houston Ship Channel pipeline systems Leverage ETP Storage and Williams pipeline assets to expand ethylene/propylene hub concept Work together to supply feedstock to Gulf Coast olefin crackers Incremental Permian / Eagleford volumes to LoneStar Granite Wash Baden Storage LaGrange/Chisholm Plant Complex Markham Gas Plant Godley Plant Mt. Belvieu Fractionation & Storage Hattiesburg Storage Geismar/C3 Splitter Fractionator Chalmette Plant Overland Pass, Mid-Con, Lone Star Williams Rockies Production ETP s Granite Wash and Oklahoma production Continued development of the SCOOP/Stack/Cana Woodford. Move all this production through the 30 Lone Star Express Pipeline to Mont Belvieu Foundation volumes to commercialize Fracs VII Overland Pass Lone Star Lone Star Express Lone Star West Texas Gateway Expansion Mariner South ETP Justice ETP Spirit Plant ETP Freedom Fractionation ETP-Copano Liberty JV Storage Williams NGL Refinery Services / C3 Splitter Optimize existing Refinery Services assets and Williams C3 splitter business Permian & Eagleford G & P Access liquids volumes to Lone Star Express Additional volumes support Fracs V and VI Markham Gas Plant Optimize gas processing capacity between Energy Transfer s Eagle Ford gas processing facilities and the Markham gas plant Transport and fractionate Markham gas plant production via Lone Star 6
NORTHEAST SYNERGIES Rover / Revolution Rover - Future residue gas at Leesville can be redelivered to Rover Pipeline rather than current Nexus alternative at Kensington Revolution - NGL connection to Pennant Midstream plant will allow product to be fractionated at Harrison Mariner East Expectation that incremental volumes will anchor ME 2X pipeline and also with up to 800,000 BPD of liquids volume capacity crystallizes PDH development at Marcus Hook Northeast G&P / Liquids Expansion of cryo capacity and fractionation and storage capacity with increased liquids volumes and Y Grade to Marcus Hook UEO SXL currently discussing condensate unit train from Harrison to SXL s Eagle Point Terminal Selected volume of export grade condensate aggregated and is capable of injection into ME2 or its ME 2X 7
COMPRESSION OPPORTUNITIES Horsepower Geographic Diversification (in thousands) Niobrara Marcellus/ Utica Compression Synergies Tremendous organizational efficiency benefits from CDM and WMCOM Increase overall horsepower as existing WPZ leases roll off Consider a new captive dropdown compression MLP for WPZ and ETP to reduce future equity needs Granite Wash / Mississippi Lime Barnett Fayetteville 3,759.38 3,575.00 Cotton Valley 1,632.00 PF Energy Transfer Archrock USA Compression 1,045.00 975.00 Compressco / CSI J-W Power 600.00 Axip Permian/Avalon/ Bone Spring/Wolfcamp/ Wolfberry/Cline Gulf Coast Legend Represents WPZ overlap Note: Investor presentations and websites used as sources for competitor horsepower Eagle Ford Shale Map reflects ETP compression footprint as of June 2015 8